Gross License Fees. Shall mean, for the period in question, all license, royalty or other consideration, cash and non-cash, received by Serologicals, the Surviving Corporation or any of their Affiliates during such period (or any time thereafter, but only to the extent that any such payments represent a retroactive adjustment, correction or calculation pertaining to a payment made or required to be made during the Technology Earnout Period) for the licensing of any of the Earnout Technologies; provided that (i)
... payments received by Serologicals, the Surviving Corporation, or any of their Affiliates from a third party with respect to the sale of any mass-produced, non-customized commercial products that utilize the Earnout Technologies (e.g., detection kits) or to services provided by Serologicals, the Surviving Corporation, any of their Affiliates or third parties (other than Technology Products Revenues) associated with the Earnout Technologies, shall not be Gross License Fees; and (ii) payments received by Serologicals, the Surviving Corporation or any of their Affiliates from a third party with respect to the use of the Earnout Technologies in a manufacturing or research process shall be Gross License Fees. To the extent that Serologicals, the Surviving Corporation or any of their Affiliates receives during the Technology Earnout Period payments in connection with an infringement dispute that represent damages or similar compensation relating to the use by the purported infringer during the Technology Earnout Period of any of the Earnout Technologies, then such payments (net of 2 the out-of-pocket costs incurred to obtain such payments) shall be considered Gross License Fees.
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